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DocuSign Envelope ID: 84EC498E-2CB9-4BBF-A4A8-E61F987E989E <br />Blue5bcheologies <br />Smart So/laions <br />COMMITMENT TO EXCELLENCE EVEflY DAY Legal and Professional Services <br />directly. It is your responsibility to provide the required documentation when <br />submitting an order to claim an exemption. Taxes are charged based on the effective <br />tax rate at the time the invoice is processed. This may be different than the initial <br />rate at which you were quoted. You must submit re -sale or tax -exemption <br />documentation from the State and/or Country in which you are doing business as <br />well as each State and/or Country in which you are shipping goods or receiving <br />services. We are not obligated to refund taxes due to late submission of tax <br />exemption documentation. Submission of all appropriate tax exemption forms must <br />be received by us before we ship the goods or we provide the services. You will be <br />liable for all taxes, surcharges or other charges imposed on the sale of goods or <br />provision of services by any taxing authority if tax forms are not received prior to the <br />invoice being issued. Requests for refunds of sales taxes must be submitted to the <br />appropriate taxing authority directly. <br />12. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months <br />thereafter, City agrees not to directly or indirectly, solicit, recruit or employ any <br />employee or subcontractor of BTSS without BTSS' prior written consent. City agrees <br />that, if it hires any employee of BTSS or its subcontractor during the period set forth <br />above without written consent, it shall be presumed that City solicited the employee <br />and City shall pay to BTSS, as liquidated damages and not as penalty an amount <br />equal to the greater of $75,000 or 100% of the annual salary paid to that employee <br />by BTSS or its subcontractor, plus all costs including attorney fees as may be incurred <br />by BTSS in enforcing Section 11. Provided further, in the event that said employee <br />has executed an employment agreement with BTSS, said employment agreement <br />shall remain in effect in accordance with its terms and City shall so advise the <br />employee in writing prior to hiring the employee. <br />13. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement <br />to its successor in interests or to a third party acquiring substantially all of its assets <br />or business. <br />14. NON DISCLOSURE: The terms and conditions of this sales agreement are proprietary <br />in nature to the BTSS and are not to be disclosed to other parties outside the <br />organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, <br />may void this agreement. BTSS understands that City is subject to the California <br />Public Records Act (California Government Code Section 6250 et seq.) and will <br />comply with any applicable laws. <br />ls. SEVERABILITY: In the event that any provision of this Agreement or any word, <br />phrase, clause, sentence or other provision thereof should be held to be <br />unenforceable or invalid for any reason, such provision or portion thereof shall be <br />Blue Technologies Smart Solutions LLC, Confidential <br />Page 3 of 8 <br />